SCHEDULE: GIC Entities Divest Significant Stake in Pagaya Technologies, Falling Below 5% Ownership Threshold
Ownership Disclosure Update
GIC Private Ltd, GIC Asset Management Pte. Ltd., and Radiance Star Pte. Ltd. have reduced their beneficial ownership in Pagaya Technologies Ltd. to 0.61%, ceasing to hold more than 5% of the Class A Ordinary Shares as of July 2, 2025, following a series of open market and block sales.
Summary
- Reporting Persons (GIC Private Ltd, GIC Asset Management Pte. Ltd., and Radiance Star Pte. Ltd.) now beneficially own 386,834 Class A Ordinary Shares of Pagaya Technologies Ltd.
- This represents 0.61% of the outstanding shares, calculated based on 63,055,282 shares outstanding as of April 30, 2025, plus shares from exercisable warrants.
- The beneficial ownership includes 220,000 shares from Radiance Star Class A Warrants, which vest in approximately one-third increments on June 1, 2026, June 1, 2027, and June 1, 2028.
- An additional approximately 166,834 shares are included from the vesting and exercise of Series D Warrants.
- Approximately 9,404 shares underlying Series E Warrants are excluded from the reported beneficial ownership as they are outside the Reporting Persons' control.
- As of July 2, 2025, the Reporting Persons ceased to beneficially own more than 5% of Pagaya Technologies Ltd.'s outstanding shares.
- Radiance Star conducted multiple open market and block sales of Pagaya Technologies shares between June 25, 2025, and July 2, 2025, totaling 3,655,692 shares.
- Sale prices for these transactions ranged from a weighted average of $19.4085 to $23.44 per share.
Sentiment
Score: 3
Explanation: The document reports a significant divestment by a major institutional investor, GIC, reducing its stake in Pagaya Technologies Ltd. below the 5% threshold. This action, involving the sale of over 3.6 million shares, is generally perceived negatively by the market as it suggests a loss of conviction or strategic reallocation of capital away from the issuer.
Negatives
- Significant divestment by GIC entities, indicating a reduction in their investment in Pagaya Technologies Ltd.
- The Reporting Persons' beneficial ownership fell below the 5% threshold, which can be perceived negatively by the market as a major institutional investor reducing its stake.
- A large volume of shares, totaling over 3.6 million, were sold in a short period between June 25 and July 2, 2025.
Future Outlook
The document does not provide forward-looking statements or guidance from Pagaya Technologies Ltd. or the Reporting Persons regarding future performance or strategy. It is a factual disclosure of past transactions and current ownership.
Industry Context
This filing reflects a significant institutional investor, GIC (Singapore's sovereign wealth fund), reducing its stake in a financial technology company, Pagaya Technologies Ltd. Such divestments by large funds can sometimes signal a shift in investment strategy, a re-evaluation of the company's prospects, or portfolio rebalancing, which could be a broader trend in the fintech sector or a specific assessment of Pagaya.
Comparison to Industry Standards
- The document does not provide specific comparable companies, projects, or results to assess against global benchmarks.
- The divestment by GIC, a major sovereign wealth fund, is a notable event for Pagaya Technologies Ltd.
- Large institutional investors often maintain significant stakes (e.g., >5%) in companies they believe have strong long-term growth potential. A reduction below this threshold by such an investor could be interpreted as a loss of conviction or a strategic reallocation of capital.
Stakeholder Impact
- Shareholders: Potential negative impact due to a major institutional investor reducing its stake, which could lead to decreased investor confidence and downward pressure on share price.
Next Steps
- Future vesting and exercisability of Radiance Star Class A Warrants on June 1, 2026, June 1, 2027, and June 1, 2028.
Key Dates
| Date | Description |
|---|---|
| 1981 | GIC established under the Singapore Companies Act. |
| March 31, 2023 | Initial Schedule 13D filed by Reporting Persons. |
| April 17, 2023 | Amendment No. 1 to Schedule 13D filed. |
| December 23, 2024 | Amendment No. 2 to Schedule 13D filed. |
| April 30, 2025 | Date for 63,055,282 Shares outstanding as reported in Issuer's quarterly report on Form 10-Q. |
| May 7, 2025 | Issuer's quarterly report on Form 10-Q filed with the SEC. |
| June 25, 2025 | Start date of reported share sales by Radiance Star. |
| June 30, 2025 | Date of event which requires filing of this statement (beneficial ownership change). |
| July 1, 2025 | Date of reported share sales by Radiance Star. |
| July 2, 2025 | Reporting Persons ceased to beneficially own more than 5% of the Shares outstanding; last date of reported share sales by Radiance Star. |
| June 1, 2026 | Approximately 1/3 of Radiance Star Class A Warrants vest and become exercisable. |
| June 1, 2027 | An additional approximately 1/3 of Radiance Star Class A Warrants vest and become exercisable. |
| June 1, 2028 | Remaining approximately 1/3 of Radiance Star Class A Warrants vest and become exercisable. |
Recommendation
sellKeywords
Pagaya Technologies Ltd., GIC Private Ltd, GIC Asset Management Pte. Ltd., Radiance Star Pte. Ltd., Schedule 13D, Beneficial Ownership, Share Sales, Warrants, Institutional Investor, Divestment, SEC Filing, Class A Ordinary Shares
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